The System. Dissentient Shareholder Bribe Claim

The appraisal right provides shareholders who are dissatisfied with major corporate transactions the option of having their shares repurchased by their corporation with fair value for cash. It originated from the United States and was provided by relevant laws in many other countries such as Japan, Korea etc.The appraisal fights has over 100 years' history as a very important system which to protect the fights of the minority shareholders. It has Special superiority by contrast to the appraisal rights and the compelled dismiss system. So China has adopted this remedy in its newly revised edition of Corporate Law in 2005 by adding two articles. But we can see our country's Corporate Law still has many imperfect places through studying other countries' system. Meantime, any system can't exit isolated, and it demands related integration. Only so, we can really take the heavy responsibility of the legal fights of small shareholder.The paper divides into six parts. The theoretical framework as following:The preface sets out from two cases which lead to the importance of the appraisal fights. Absence of the system is the instinct cause for me to choose it as the thesis of the paper. Establishing and perfecting the appraisal rights in China Corporate Law is the ultimate intent of the paper.In the first part the author expounds the concept of the appraisal rights. And then, the author analyzes the cause of history development and its' characters. Finally, the author elaborates its superiority through the comparison with other systemsPart two draws on fundamental principals of this remedy. The author thinks although it has certain aggressive meaning, also has a lot of shortcomings.In the third part, the author expatiates the running of the appraisal rights in practice, according to the same system of USA, Korea, Japan and Taiwan. The author discuss the mode of the system in practice on the aspect tdgger events, corporate sort, shareholder kind and the procedure of claim rights.The forth part is the end-result that malting suggestions on the establishment of the appraisal rights in China Corporate Law for me to write this paper. The paper analyzes the necessity and feasibility of the establishment of the appraisal fights, and makes some suggestions.In the epilogue part, the author thinks that it should be a long term to appraisal a system, and that the appraisal rights is not the exception. Because the appraisal remedy is just one measure to protect the minorities, China should use mature legislations of all the countries for reference and perfects the system of system of protecting the minority's interests.